S.H.N. Financial holds 9.99% of Zhongchao Inc. (ZCMD) after offering

Rhea-AI Filing Summary

S.H.N. Financial Investments Ltd. reports beneficial ownership of 395,900 Class A Ordinary Shares and related pre-funded warrants in Zhongchao Inc.. The filing states this equals 9.99% of the class based on 3,921,766 Class A Ordinary Shares outstanding after the offering. The reported position comprises 354,000 Class A Ordinary Shares and 41,900 Pre-Funded Warrants, and the filing notes additional Pre-Funded Warrants and Warrants exist that are each subject to a 9.99% beneficial ownership limitation. Nir Shamir is identified as CEO of the reporting entity and signed the filing on 06/05/2026.

Insights

Institutional Ownership Analyst

Large passive stake reported at the 9.99% ownership cap.

The filing shows 395,900 shares beneficially owned, reported as 9.99% of 3,921,766 Class A shares outstanding after the offering. The position combines 354,000 shares and 41,900 pre-funded warrants, and additional warrant pools are disclosed as context.

Timing and cash-flow treatment are not provided in the excerpt; subsequent filings may clarify whether these instruments convert or are exercised and how that affects ownership percentages.

Securities Compliance Counsel

Disclosure emphasizes beneficial ownership limits and entity attribution.

The report explicitly states a 9.99% beneficial ownership limitation applied to the reported pre-funded warrants and other warrant tranches. The filing attributes the position to S.H.N. Financial Investments Ltd. and discloses Nir Shamir as CEO of the reporting person.

Pay attention to the filing's stated basis for the percent (the issuer's prospectus and Form 6-K); any change in outstanding share count or exercise activity could alter the reported percentage.

Key Figures

Beneficially owned: 395,900 shares Ownership percent: 9.99% Class A Ordinary Shares included: 354,000 shares +4 more

7 metrics

Beneficially owned 395,900 shares reported holding by S.H.N. Financial Investments Ltd.

Ownership percent 9.99% based on 3,921,766 Class A shares outstanding after the offering

Class A Ordinary Shares included 354,000 shares part of the 395,900 reported amount

Pre-Funded Warrants included 41,900 warrants pre-funded warrants included in the 395,900 amount

Shares outstanding (basis) 3,921,766 shares issuer's post-offering basis for percentage calculation

Additional pre-funded warrants (context) 2,690,520 warrants not included in reported 395,900; subject to 9.99% limit

Additional warrants (context) 3,086,420 warrants not included in reported 395,900; subject to 9.99% limit

Key Terms

Pre-Funded Warrants, beneficial ownership limitation, Schedule 13G

3 terms

Pre-Funded Warrants financial

"The amounts in Row (5), (7) and (9) represent 354,000 Class A Ordinary Shares and 41,900 Pre-Funded Warrants"

Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.

beneficial ownership limitation regulatory

"which are subject to a 9.99% beneficial ownership limitation"

A beneficial ownership limitation is a rule that caps the percentage of a company’s shares an investor can be treated as owning or controlling for voting, regulatory or tax purposes. It matters to investors because it can restrict how many shares a person or group can buy or vote, affect takeover chances, and influence share liquidity and value — like a speed limit that prevents any single driver from taking over the whole road.

Schedule 13G regulatory

"Item 1. (a) Name of issuer: Zhongchao Inc."

A Schedule 13G is a formal document that investors file with the government when they acquire a large ownership stake in a company, usually for investment purposes rather than control. It helps keep the public informed about who owns significant parts of a company's shares, which can influence how the company is managed and how investors make decisions. Filing this schedule is important for transparency and understanding the ownership landscape of publicly traded companies.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 06/05/2026 - 04:39 PM Accepted by SEC EDGAR 06/05/2026 - 04:38 PM Learn about SEC filing dates

FAQ

What stake does S.H.N. Financial Investments hold in Zhongchao Inc. (ZCMD)?

S.H.N. Financial Investments Ltd. reports beneficial ownership of 395,900 shares, composed of 354,000 Class A shares and 41,900 pre-funded warrants, equal to 9.99% of the class on the disclosed basis.

How was the 9.99% ownership percentage calculated?

The 9.99% figure is based on 3,921,766 Class A Ordinary Shares outstanding after the offering, as stated in the issuer’s prospectus and a Form 6-K cited in the filing.

Do the reported numbers include other warrants or pre-funded warrants?

The filing excludes 2,690,520 pre-funded warrants and 3,086,420 warrants from the reported amount and states those instruments are each subject to a 9.99% beneficial ownership limitation.

Who signed the Schedule 13G for this position?

The Schedule 13G was signed by Nir Shamir, identified as Chief Executive Officer of S.H.N. Financial Investments Ltd., on 06/05/2026.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

Zhongchao Inc.

(Name of Issuer)

Class A Ordinary Share, par value $0.008 per share

(Title of Class of Securities)

G9897X123

(CUSIP Number)

06/01/2026

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

schemaVersion:

SCHEDULE 13G

CUSIP Number(s): G9897X123

1

Names of Reporting Persons

S.H.N. Financial Investments Ltd.

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

ISRAEL

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 395,900.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 395,900.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

395,900.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

9.99 %

12

Type of Reporting Person (See Instructions)

FI

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Zhongchao Inc.
(b)	Address of issuer's principal executive offices: Room 2504, OOCL Tower, 841 Yan'an Middle Road, Jing'An District, Shanghai, China 200040
Item 2.
(a)	Name of person filing: S.H.N. Financial Investments Ltd.
(b)	Address or principal business office or, if none, residence: Herzliya Hills Arik Einstein 3, Israel, 4610301
(c)	Citizenship: Israel
(d)	Title of class of securities: Class A Ordinary Share, par value $0.008 per share
(e)	CUSIP Number(s): G9897X123
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: 395,900 The amounts in Row (5), (7) and (9) represent 354,000 Class A Ordinary Shares and 41,900 Pre-Funded Warrants to purchase Class A Ordinary Shares, which are subject to a 9.99% beneficial ownership limitation. The amounts do not include 2,690,520 Pre-Funded Warrants to purchase Class A Ordinary Shares and 3,086,420 Warrants to purchase Class A Ordinary Shares, each of which are subject to a 9.99% beneficial ownership limitation. The percentage set forth on Row (11) of the cover page for the reporting person is based on 3,921,766 Class A Ordinary Shares outstanding after the offering (assuming no sale of any Pre-Funded Warrant nor exercise of Warrants issued in the offering), based on the Issuer's Prospectus filed under Rule 424(b)(4) and a Report of Foreign Private Issuer on Form 6-K, filed with the Securities and Exchange Commission on June 1, 2026 and June 5, 2026, respectively. No effect is given to the sale of additional securities on June 3, 2026. Nir Shamir is the Chief Executive Officer of the Reporting Person. As such, Mr. Shamir may be deemed to beneficially own (as that term is defined in Rule 13d-3 under the Securities Exchange Act of 1934) the securities described herein. To the extent Mr. Shamir is deemed to beneficially own such securities, Mr. Shamir disclaims beneficial ownership of these securities for all other purposes.
(b)	Percent of class: 9.99 %
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 395,900
	(ii) Shared power to vote or to direct the vote: 0
	(iii) Sole power to dispose or to direct the disposition of: 395,900
	(iv) Shared power to dispose or to direct the disposition of: 0
Item 5.	Ownership of 5 Percent or Less of a Class.
	Not Applicable
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

S.H.N. Financial Investments Ltd.

Signature:	/s/ Nir Shamir
Name/Title:	Nir Shamir, Chief Executive Officer
Date:	06/05/2026